Vertex Pharmaceuticals Non-Employee Board Compensation

EX-10.42 9 vrtx10k_2015-exhibit1042.htm EXHIBIT 10.42 Exhibit


Exhibit 10.42

Vertex Pharmaceuticals Non-Employee Board Compensation
 
 
 
 
Annual Retainer
$85,000
 
 
 
 
 
Committee Chair Compensation
 
 
 
Audit & Finance Committee Chair
$30,000 annual retainer
 
Management Development & Compensation Committee Chair
$25,000 annual retainer
 
Corporate Governance & Nominating Committee Chair
$20,000 annual retainer
 
Science & Technology Committee Chair
$20,000 annual retainer
 
 
 
Committee Membership Fee (Non Chairs)
 
 
Audit & Finance Committee Member
$15,000 annual retainer
 
Management Development & Compensation Committee Member
$10,000 annual retainer
 
Corporate Governance & Nominating Committee Member
$10,000 annual retainer
 
Science & Technology Committee Member
$10,000 annual retainer
 
 
 
 
Lead Independent Director Compensation
$40,000 annual retainer
 
 
 
 
Equity Grants
 
 
 
Upon first election to the Board, a $550,000 value-based award, based on a 50/50 mix of restricted stock and options
•    Options vesting quarterly over four years
•    Restricted stock vesting annually over four years
 
On June 1 on each year of service, a $550,000 value-based award, based on a 50/50 mix of restricted stock and options
•    Options are fully vested upon grant
•    Restricted shares cliff vest on the 1 year anniversary of the grant date
 
 
 
 
Each of our non-employee directors is eligible to defer the cash and restricted stock portion of his/her compensation set forth above and elect to receive deferred stock units that convert to common stock in specified circumstances.